Exhibit 10.2
Restricted Stock Unit Award No. ___
ENGLOBAL CORPORATION
RESTRICTED STOCK UNIT
AWARD AGREEMENT
(Non-Employee Director)
PART I
Recipient:
Award Date:
August __, 2008
Aggregate Number of Restricted Stock Units: 6,420
Vesting Schedule:
The Units will vest for one year in
equal increments of 1,605 shares on
each of September 30, 2008,
December 31, 2008, March 31, 2009
and June 30, 2009, so long as
Recipient is continuing to serve as
a director of the Company on the
vesting dates.
THE COMPANY RECOMMENDS THAT RECIPIENT CONSULT WITH HIS OR HER
PERSONAL TAX
ADVISOR UPON THE GRANTING OF THE AWARD TO DISCUSS POSSIBLE TAX
RAMIFICATIONS,
PARTICULARLY WITH RESPECT TO SECTION 409A OF THE INTERNAL REVENUE
CODE OF 1986,
AS AMENDED (THE "CODE").
Part
II of this Agreement is attached hereto and incorporated herein
for
all purposes. EXECUTED to be effective as of the Award Date.
ENGLOBAL CORPORATION
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
RECIPIENT
-------------------------------------
Address:
-------------------------------------
-------------------------------------
PART 1 - Page 1
<PAGE>
PART II
This
Restricted Stock Unit Award Agreement (this "Agreement") is
entered
into by ENGlobal Corporation, a Nevada corporation (the "Company"),
and
Recipient named on Part I ("Recipient"), as of the date set forth
on Part I (the
"Award Date").
RECITALS:
This
Agreement replaces and supersedes the Restricted Stock Award
Agreement
dated June 19, 2008 entered into by the Company and Recipient.
The
Company has determined to cancel the restricted shares (the
"Restricted
Shares") that were granted to Recipient pursuant to the Restricted
Stock Award
Agreement dated June 19, 2008 and the Amended and Restated 1998
Incentive Plan
(the "Plan") and award to Recipient in lieu thereof restricted
stock units (the
"Units") on the terms and conditions set forth in this
Agreement.
THEREFORE, the Company and Recipient agree as follows:
1.
Cancellation of Restricted Shares. The Restricted Shares are
hereby
cancelled.
2.
Restricted Stock Unit Award. The Company grants Recipient the right
(the
"Award") to receive the aggregate number of Units set forth on Part
I (such
number being subject to adjustment as provided herein) on the terms
and
conditions set forth in this Agreement. Each Unit shall cover one
share of
common stock, $0.001 par value per share, of the Company ("Shares"
or "Stock").
The Award granted under this Agreement is subject to the vesting
restrictions
described in Section 4 and Section 6, restrictions on
transferability as
described in Section 7, and other terms and conditions described in
this
Agreement (the "Restrictions").
3.
Administration. This Agreement will be administered by the
Compensation
Committee of the Board of Directors and by the full Board of
Directors with
respect to members of the Compensation Committee (the "Committee").
The
Committee has sole and complete discretion with respect to all
matters reserved
to it by the Board of Directors of the Company, and decisions of
the Committee
with respect to this Agreement shall be final and binding upon
Recipient.
4.
Vesting and Term of the Award.
(a) General. The Restrictions shall lapse in accordance with
the
Vesting Schedule set forth on Part I. Units which have vested are
referred
to
as "Vested Units." Units which have not vested are referred to
as
"Unvested Units." In general, Unvested Units will become Vested
Units in
accordance with the Vesting Schedule set forth on Part I only if
Recipient
has
continuously served as a director of the Company from the Award
Date
through the applicable vesting date.
(b) Change in Control. In the event of a Change in Control (as
defined
below), the Committee may, in its sole discretion, provide that
the
Restrictions on the Units shall immediately lapse. For purposes of
this
Agreement, "Change in Control" means the event that is deemed to
occur if:
PART II - Page 1
<PAGE>
(i) any person, other than the Company, any majority-owned
subsidiary of the Company, any employee benefit plan of the Company
or
of a majority-owned subsidiary of the Company or of a
corporation
owned
directly or indirectly by the shareholders of the Company in
substantially the same proportions as their ownership of Stock of
the
Company, or any trustee or other fiduciary holding securities under
an
employee benefit plan of the Company or of a majority-owned
subsidiary
of the Company or of a corporation owned directly or indirectly by
the
shareholders of the Company in substantially the same proportions
as
their ownership of Stock of the Company, (an "Acquiring Person") is
or
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the
Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing fifty percent or more of
the
combined voting power of the then outstanding voting securities of
the
Company; provided, however, for purposes of this Agreement, an
Acquiring Person shall not include William A. Coskey, Hulda L.
Coskey,
Alliance 2000, Ltd., or their respective affiliates or other donees
or
entities formed by them for estate planning or similar purposes
(the
"Coskey Group"); provided, further, if the Coskey Group shall cease
to
be the beneficial owner, directly or indirectly, of securities of
the
Company representing at least fifty percent of the combined
voting
power or the then outstanding voting securities of the Company,
then
the Coskey Group, upon reacquiring fifty percent or more of
such
voting power, shall be deemed to be an Acquiring Person; or
(ii) the individuals who, as of the Award Date, constitute the
Board of Directors and any other individual who becomes a director
of
the Company after that date and whose election or appointment by
the
Board of Directors or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of
the
directors then comprising the Board of Directors cease for any
reason
to constitute at least a majority of the Board of Directors
(iii) a public announcement is made of a tender or exchange
offer
by any Acquiring Person for fifty percent or more of the
outstanding
voting securities of the Company, and the Board of Directors
approves
or fails to oppose that tender or exchange offer in its statements
in
Schedule 14D-9 under the Securities Exchange Act of 1934; or
(iv) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation or
partnership
(or, if no such approval is required, the consummation of such
a
merger or consolidation of the Company), other than a merger or
consolidation that would result in the voting securities of the
Company outstanding immediately before the consummation thereof
continuing to represent (either by remaining outstanding or by
being
converted into voting securities of the surviving entity or of
a
parent of the surviving entity) a majority of the combined
voting
power of the voting securities of the surviving entity (or its
parent)
outstanding immediately after that merger or consolidation; or
(v) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition
by the Company of all or substantially all the Company's assets
(or,
if no such approval is required, the consummation of such a
liquidation, sale, or disposition in one transaction or series
of
related transactions) other than a liquidation, sale, or
disposition
of all or substantially all the Company's assets in one transaction
or
a series of related transactions to a corporation owned directly
or
indirectly by the shareholders of the Company in substantially
the
same proportions as their ownership of Stock of the Company.
PART II - Page 2
<PAGE>
5.
Settlement of Units.
(a) Upon the lapsing of Restrictions as provided in Section 4
or
Section 6 hereof, Recipient shall be entitled to receive, in
exchange for
the
cancellation of all outstanding Vested Units, either cash or Stock,
as
determined in the Committee's sole discretion, having a value equal
to the
total Fair Market Value of the Shares covered by such Vested Units,
less
any
applicable withholding taxes as described in Section 11 below;
provided, that Vested Units shall not be settled in Stock if
---------- the
issuance of Shares would violate the requirements of any applicable
federal
or
state securities laws, or the rules governing any national or
regional
securities exchange upon which the Stock is listed or reporting
system
(such as NASDAQ) on which the sales prices of the Stock is
reported,
including any requirement that the shareholders of the Company
approve such
issuance of Shares. Vested Shares shall be settled as soon as
practicable
but
not later than two and one-half months following the calendar year
in
which the Restrictions lapse. For purposes of this Agreement,
except as
otherwise provide, "Fair Market Value" means, for a particular
day:
(i) If shares of Stock of the same class are listed or admitted
to unlisted trading privileges on any national or regional
securities
exchange at the date of determining the Fair Market Value, then
the
last reported sale price, regular way, on the composite tape of
that
exchange on the last trading day before the date in question or, if
no
such sale takes place on that trading day, the average of the
closing
bid and asked prices, regular way, in either case as reported in
the
principal consolidated transaction reporting system with respect
to
securities listed or admitted to unlisted trading privileges on
that
securities exchange; or
(ii) If shares of Stock of the same class are not listed or
admitted to unlisted trading privileges as provided in
subparagraph
(i), and if bid and asked prices for shares of Stock of the same
class
in the over-the-counter market are reported by NASDAQ (or, if not
so
reported, by the National Quotation Bureau Incorporated) at the
date
of determining the Fair Market Value, then the average of the high
bid
and low asked prices on the last trading day before the date in
question; or
(iii) If shares of Stock of the same class are not listed or
admitted to unlisted trading privileges as provided in
subparagraph
(i) and bid and asked prices therefore are not reported by NASDAQ
(or
the National Quotation Bureau Incorporated) as provided in
subparagraph (ii) at the date of determining the Fair Market
Value,
then the value determined in good faith by the Committee, which
determination shall be conclusive for all purposes; or
(iv) If shares of Stock of the same class are listed or
admitted
to unlisted trading privileges as provided in subparagraph (i) or
bid
and asked prices therefore are reported by NASDAQ (or the
National
Quotation Bureau Incorporated) as provided in subparagraph (ii) at
the
date of determining the Fair Market Value, but the volume of
trading
is so low that the Board of Directors determines in good faith
that
such prices are not indicative of the fair value of the Stock,
then
the value determined in good faith by the Committee, which
determination shall be conclusive for all purposes notwithstanding
the
provisions of subparagraphs (i) or (ii).
PART II - Page 3
<PAGE>
(b) Stock Certificates. If, in the Committee's sole discretion,
Vested
Units are to be settled in Stock, stock certificates evidencing
the
settlement of Vested Units into Shares shall be issued as of the
date the
Restrictions lapse and registered in Recipient's name.
Certificates
representing the unrestricted Shares will be delivered to Recipient
as soon
as
practicable but not later than the date which is two and one-half
months
following the calendar year in which the Restrictions lapse.
(c) Delay for Compelling Business Reasons. Notwithstanding any
provision of this Section 5 to the contrary, the date on which
Vested Units
may
be settled may be delayed beyond the date which is two and
one-half
months following the calendar year in which the Restrictions
lapse;
provided such delay satisfies the requirements of this paragraph
(c).
(i) Going Concern. In the event the Company determines that the
settlement of Vested Units on the date specified in this
Agreement
would jeopardize the ability of the Company to continue as a
going
concern, the Committee, in its sole discretion, may delay the
settlement of Vested Units until the first taxable year of
